SOURCE: Longreach Oil & Gas Limited

December 21, 2012 02:00 ET

Longreach & APIC Complete Transaction

JERSEY, CHANNEL ISLANDS--(Marketwire - Dec 21, 2012) -



TSX-V: LOI

Not for distribution to United States wire services or dissemination in
the United States.

           JOINT PRESS RELEASE - FOR IMMEDIATE RELEASE

              LONGREACH AND APIC COMPLETE TRANSACTION

Toronto, Canada and Jersey, Channel Islands - 21st December 2012 -
Longreach Oil & Gas Limited (TSXV: LOI) ("Longreach") and APIC
Petroleum Corporation (TSXV: API) ("APIC") are pleased to announce that
on 20th December, 2012, Longreach and APIC completed their previously
announced business combination by way of plan of arrangement under the
laws of Jersey, Channel Islands (the "Arrangement"). Under the terms
of the Arrangement, former shareholders of APIC are entitled to one
share of Longreach ("Longreach Share") for every 5.3846 APIC Shares
(the "Exchange Ratio") and former holders of options and warrants of
APIC are entitled to options and warrants of Longreach, as applicable,
in accordance with the Exchange Ratio. It is expected that the ordinary
shares of APIC will be delisted from the TSX Venture Exchange on or
about December 21, 2012.

In connection with the Arrangement, Dennis A. Sharp, former Chairman
and Chief Executive Officer of APIC, has been appointed Executive
Chairman of the Board of Longreach, Andrew Benitz, former Chief
Operating Officer of Longreach, has been appointed Chief Executive
Officer of Longreach and Thomas Vukovich, former director of APIC, has
been appointed to the Board of Longreach. In addition, Bryan Benitz
has resigned as Chief Executive Officer and Chairman but will remain as
Vice-Chairman and Non-Executive Director of Longreach. Dr. Mahmoud
Zizi has resigned as Director of Longreach and has been appointed as an
Advisor to the Board of Longreach.

Commenting, Andrew Benitz, Chief Executive Officer of Longreach, said:"We
are delighted to formally complete the business combination with
APIC and announce the ensuing Board for Longreach. I would like to
thank Dr. Zizi for his contributions to Longreach to date as an
integral member of the team in the initial stages of development of our
company and I am very pleased that he will continue to work with us in
the capacity of Advisor to the Board. I welcome Thomas Vukovich to our
Board, who brings considerable commercial and investment experience to
the team."

Also commenting, Dennis A. Sharp, current Executive Chairman of
Longreach and former Chairman and Chief Executive Officer of APIC,
said:"The combination of Longreach and APIC creates a Company with solid
funding, significant planned operational activity and attractive assets
in an area of the world that has good prospectivity and an attractive
and supportive fiscal regime. With our Board and senior management now
in place, our next objective will be the realization of our business
strategy and the creation of shareholder value."



CAUTIONARY STATEMENTS RE FORWARD LOOKING INFORMATION

Statements in this press release contain forward-looking information
within the meaning of applicable securities law. Forward-looking
information is frequently characterized by words such as"contemplates",
"intends", "plan", "expect", "project", "believe","anticipate", "estimate"
and other similar words, or statements that
certain events or conditions "may" or "will" occur. Readers are
cautioned that assumptions used in the preparation of forward-looking
information may prove to be incorrect. Although Longreach and APIC each
believes that the expectations reflected in the forward-looking
information is reasonable, there can be no assurance that such
expectations will prove to be correct. Neither Longreach nor APIC can
guarantee future results, level of activity, or performance of
achievements. Consequently, there is no representation that the actual
results achieved will be the same, in whole or in part, as those set
out in the forward-looking information.

Forward-looking information is based on the opinions and estimates of
management at the date the statements are made, and are subject to a
variety of risks and uncertainties and other factors (many of which are
beyond the control of Longreach and APIC) that could cause actual
events or results to differ materially from those anticipated in the
forward-looking information. Industry related risks could include, but
are not limited to: operations with foreign entities; delays or changes
in plans; competition for, among other things, capital, acquisitions,
skilled personnel and supplies; governmental regulation of the oil and
gas industry; technical problems; the uncertainty of estimates and
projections of costs and expenses; unanticipated operating events or
performance which can reduce productivity; the need to obtain required
approvals from regulatory authorities; stock market volatility;
liabilities inherent in oil and gas operations; access to capital; and
other factors. Readers are cautioned that this list of risk factors
should not be construed as exhaustive.

The statements in this news release are made as of the date of this
release. Neither Longreach nor APIC undertakes any obligation to
comment on analyses, expectations or statements made by third parties
in respect of either of them, or their respective financial or
operating results or (as applicable), their securities.

For additional information, please contact:

For Longreach Oil and Gas Limited

Andrew Benitz, Chief Executive Officer
+44 20 3137 7759

Pelham Bell Pottinger

Mark Antelme / Philip Dennis / Rollo Crichton-Stuart
+44 207 861 3232

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER
(AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE)
ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.



                    This information is provided by RNS
          The company news service from the London Stock Exchange

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